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EXHIBIT 10.5




CHANGE IN CONTROL

SEVERANCE AGREEMENT




     AGREEMENT between Doane Pet Care Company, a Delaware corporation (the
“Company”), and Philip K. Woodlief (“Executive”),



W I T N E S S E T H :




     WHEREAS, the Company desires to retain certain key personnel employed by
the Company and, accordingly, the Board of Directors of the Company has
approved the Company entering into a severance agreement with Executive in
order to encourage Executive’s continued service to the Company or an affiliate
of the Company; and



     WHEREAS, Executive is prepared to perform such services in return for
specific arrangements with respect to severance compensation and other
benefits;



     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Executive agree as follows:



     1. Definitions.



     (a) “Affiliate” shall mean the Parent and any corporation, partnership,
limited liability company or partnership, association, trust or other
organization which, directly or indirectly, controls, is controlled by, or is
under common control with, the Parent. For purposes of the preceding sentence,
“control” (including, with correlative meanings, the terms “controlled by” and
“under common control with”), as used with respect to any entity or
organization, shall mean the possession, directly or indirectly, of the power
(i) to vote more than 50% of the securities having ordinary voting power for
the election of directors of the controlled entity or organization, or (ii) to
direct or cause the direction of the management and policies of the controlled
entity or organization, whether through the ownership of voting securities or
by contract or otherwise.



     (b) “Change in Control” shall mean (i) any merger, consolidation, or
reorganization involving the Parent in which, immediately after giving effect
to such merger, consolidation or reorganization, less than 50% of the total
voting power of outstanding stock of the surviving or resulting entity is then
“beneficially owned” (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) in the aggregate by the
stockholders of the Parent immediately prior to such merger, consolidation or
reorganization, (ii) any sale, lease, exchange, or other transfer of all or
substantially all of the assets of the Parent to any other person or entity
(other than to one or more wholly-owned subsidiaries of the Parent) in one
transaction or a series of related transactions, (iii) the dissolution or
liquidation of the Parent, (iv) when any person or entity, including a “group”
as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains
ownership or control (including, without limitation, power to vote) of more
than 50% of the outstanding shares of the Parent’s voting stock (based upon
voting power), or (v) as a result of or in connection with a contested election
of directors, the persons



 









 







who were directors of the Parent before such election shall cease to
constitute a majority of the Parent Board.



     (c) “Change in Terms of Service” shall mean the occurrence of any one or
more of the following (whether at the same time or at different times):




	 	(i)	 	A significant reduction in the nature or scope of
Executive’s authorities or duties from those applicable to
Executive immediately prior to the date on which a Change in
Control occurs;
	 
	 	(ii)	 	A reduction in Executive’s annual base salary or
target opportunity under any applicable bonus or incentive
compensation plan or arrangement or significant detrimental
change in the target opportunity goals or the measurement
thereof from that provided to Executive immediately prior to
the date on which a Change in Control occurs;
	 
	 	(iii)	 	A diminution in Executive’s eligibility to
participate in bonus, stock option, incentive award and other
compensation plans from the greater of (A) the opportunities
provided by the Company and the Affiliates (including any
successors thereto) for executives with comparable duties or
(B) the opportunities under any such plans (other than
equity-based incentive plans) under which Executive was
participating immediately prior to the date on which a Change
in Control occurs;
	 
	 	(iv)	 	A diminution in employee benefits (including but
not limited to medical, dental, life insurance, and long-term
disability plans) and perquisites applicable to Executive from
the greater of (A) the employee benefits and perquisites
provided by the Company and the Affiliates (including any
successors thereto) to executives with comparable duties or
(B) the employee benefits and perquisites to which Executive
was entitled immediately prior to the date on which a Change
in Control occurs;
	 
	 	(v)	 	A change in the location of Executive’s principal
place of employment by the Company by more than 50 miles from
the location where Executive was principally employed
immediately prior to the date on which a Change in Control
occurs; or
	 
	 	(vi)	 	Failure of the Parent to obtain from any
successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the
business and/or assets of the Parent an agreement to expressly
assume and agree to perform this Agreement and the Employment
Agreement in the same manner and to the same extent that the
Company would be required to perform such agreements if no
such succession had taken place.




     Notwithstanding the foregoing, a Change in Terms of Service may also occur
prior to the date upon which a Change in Control occurs; provided, however,
that such a Change in Terms of Service must occur after the effective date of
this Agreement and no earlier than the date that is



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six months prior to the date upon which a Change in Control occurs. For
purposes of determining whether a pre-Change in Control event constitutes such
a “Change in Terms of Service,” the term “Change in Terms of Service” shall be
interpreted by considering Executive’s authorities, duties, base salary, target
bonus and incentive compensation opportunity, principal place of employment,
perquisites and participation in compensation and benefit plans immediately
prior to any reduction, change or diminution thereof, rather than immediately
prior to the date on which a Change in Control occurs.



     (d) “Code” shall mean the Internal Revenue Code of 1986, as amended.



     (e) “Company Board” shall mean the Board of Directors of the Company.



     (f) “Compensation” shall mean Executive’s Target Bonus for the Company’s
fiscal year in which the Change in Control occurs (or, if earlier, the
Company’s fiscal year in which Executive’s Involuntary Termination occurs) plus
the greater of:




	 	(i)	 	Executive’s annual base salary from the Company
at the rate in effect immediately prior to the date on which a
Change in Control occurs;
	 
	 	(ii)	 	Executive’s annual base salary from the Company
at the rate in effect six months prior to the date of
Executive’s Involuntary Termination; or
	 
	 	(iii)	 	Executive’s annual base salary from the Company
at the rate in effect at the time of Executive’s Involuntary
Termination.




     (g) “Employment Agreement” shall mean that certain Employment Agreement
dated February 15, 1999, by and between Executive and the Company, as amended,
or any successor employment agreement between Executive and the Company or an
Affiliate.



     (h) “Involuntary Termination” shall mean any termination of Executive’s
employment with the Company which:




	 	(i)	 	does not result from a resignation by Executive
(other than a resignation pursuant to clause (ii) or clause
(iii) of this subparagraph (h));
	 
	 	(ii)	 	results from a resignation by Executive on or
before the date which is 30 days after the date upon which
Executive receives notice of a Change in Terms of Service;
provided, however, that if Executive receives notice of a
Change in Terms of Service prior to a Change in Control, then
a resignation with respect to such Change in Terms of Service
must occur on or before the date which is 30 days after the
date upon which the Change in Control occurs; or
	 
	 	(iii)	 	results from a resignation by Executive during
the 30-day period that begins on the later of (x) the date
that is six months after the date upon which a Change in
Control occurs or (y) the date upon which at least 80% of the
consideration received in connection with a Change in Control
by the stockholders of the Parent immediately prior to such
Change in



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	 	 	 	Control shall be (or shall at any time have been) in cash
and/or securities that are readily tradable on an established
securities market.




     Notwithstanding the foregoing, the term “Involuntary Termination” shall not
include a Termination for Cause or any termination as a result of death,
disability under circumstances entitling Executive to benefits under the
Company’s (or an Affiliate’s) long-term disability plan, or Retirement.
Further, if Executive is required pursuant to the terms of the Employment
Agreement to provide Company with written notice of Executive’s resignation in
advance of such resignation, then the delivery of any such notice by Executive
to the Company within the time period described in clause (ii) or clause (iii)
above, as applicable, shall be deemed to satisfy the timing requirements of
such clause even if the actual date of Executive’s Involuntary Termination
occurs after the expiration of the time period described in such clause;
provided, however, that if the Employment Agreement specifies a minimum notice
period with respect to any such resignation, then the effective date of
Executive’s resignation that is specified in Executive’s written notice of
resignation may not extend beyond such minimum notice period by more than five
business days. Finally, the actual date of Executive’s Involuntary Termination
must occur within the period specified in the first sentence of Paragraph 3
hereof in order for Executive to be eligible to receive the payments and
benefits provided for in such Paragraph.



     (i) “Parent” shall mean Doane Pet Care Enterprises, Inc., a Delaware
corporation.



     (j) “Parent Board” shall mean the Board of Directors of the Parent.



     (k) “Prorated Bonus Amount” shall mean an amount equal to Executive’s
Target Bonus for the Company’s fiscal year in which the Change in Control
occurs (or, if earlier, the Company’s fiscal year in which Executive’s
Involuntary Termination occurs) multiplied by a fraction, the numerator of
which is the number of days during the period beginning on the first day of the
Company’s fiscal year in which Executive’s Involuntary Termination occurs and
ending on the date of such Involuntary Termination, and the denominator of
which is 365.



     (l) “Retirement” shall mean Executive’s resignation on or after the date
Executive reaches age sixty-five.



     (m) “Severance Amount” shall mean an amount equal to 200% of Executive’s
Compensation.



     (n) “Target Bonus” shall mean the annual bonus to which Executive would be
entitled under the Doane Pet Care Company Annual Bonus Program, as the same may
be amended, replaced or superseded from time to time, for the Company’s fiscal
year in which the Change in Control occurs (or, if earlier, the Company’s
fiscal year in which Executive’s Involuntary Termination occurs), determined as
if actual performance for such year equaled 100% of each corporate and
individual goal established for such year under such program; provided,
however, that if a Change in Terms of Service occurs as a result of a reduction
or diminution in Executive’s annual bonus opportunity as described in Paragraph
1(c)(ii) or (iii) hereof, then the Target Bonus shall be determined without
regard to any reduction or diminution that gave rise to such Change in Terms of
Service.



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     (o) “Termination for Cause” shall mean the termination of Executive’s
employment with the Company for “Cause” as such term (or any similar term) is
defined in the Employment Agreement. Notwithstanding the foregoing, in no
event shall a termination of Executive’s employment constitute a “Termination
for Cause” unless such termination is approved (which approval may occur before
or after the date of Executive’s termination of employment) by at least
two-thirds of the members of the Company Board after Executive has been given
written notice by the Company of the specific reason for such termination and
an opportunity for Executive, together with Executive’s counsel, to be heard
before the Company Board. Executive shall be provided with at least 10 days
advance written notice of any hearing that is required pursuant to this
subparagraph (o), and members of the Company Board may participate in any such
hearing by means of conference telephone or similar communications equipment by
means of which all persons participating in the hearing can hear and speak to
each other; provided, however, that at least one-half of the members of the
Company Board shall attend the hearing in person. If any Termination for Cause
is ever ultimately determined by the Company Board or a court, agency or other
tribunal to have not constituted a Termination for Cause, then the Company’s
sole liability under this Agreement or otherwise at law or in equity shall be
to provide Executive with the payments and benefits that would otherwise have
been provided to Executive hereunder and the reasonable attorneys’ fees and
other amounts described in Paragraph 7(b) hereof associated with Executive’s
successfully obtaining such determination.



     (p) “Welfare Benefit Plans” shall mean the medical, dental, life
insurance, accidental death and dismemberment, and long-term disability plans
provided by the Company (or an Affiliate) to its active employees.



     2. Services. Executive agrees that Executive shall (a) render services to
the Company (as well as any Affiliate) during the period of Executive’s
employment to the best of Executive’s ability and in a prudent and businesslike
manner and (b) devote substantially the same time, efforts, and dedication to
Executive’s duties as heretofore devoted.



     3. Severance Benefits. If Executive’s employment by the Company shall be
subject to an Involuntary Termination during the period beginning on the date
that is six months prior to the date upon which a Change in Control occurs and
ending on the date that is two years after the date upon which a Change in
Control occurs, then Executive shall be entitled to receive, as additional
compensation for services rendered to the Company (including Affiliates), the
following severance benefits:




	 	(a)	 	A lump sum cash payment in an amount equal to the sum of the
Prorated Bonus Amount and the Severance Amount, which shall be paid
to Executive on or before the fifth day after the last day of
Executive’s employment with the Company (or, if later, the date upon
which the Change in Control occurs);
	 
	 	(b)	 	If Executive’s Involuntary Termination occurs during the
two-year period beginning on the date upon which a Change in Control
occurs, then (i) all of the outstanding stock options granted by the
Company or an Affiliate to Executive shall become immediately
exercisable in full upon Executive’s termination of employment and
(ii) all of such stock options shall remain exercisable for a period
of three months after Executive’s Involuntary Termination or for
such greater



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	 	 	 	period as may be provided in the plan or plans pursuant to which
such stock options were granted or in the stock option agreements
entered into in connection with such options (but in no event shall
any such stock option be exercisable after the expiration of the
original term of such stock option). If Executive’s Involuntary
Termination occurs during the six-month period preceding the date
upon which a Change in Control occurs, then:





	 	(A)	 	with respect to each Terminated Option Share (as
hereinafter defined), on the date upon which the Change in
Control occurs Executive shall be paid a lump sum cash payment
with respect to each such share in an amount equal to the
difference, if any, between (x) the value of such share as of
the date upon which the Change in Control occurs and (y) the
purchase price with respect to such share under the applicable
stock option agreement; and
	 
	 	(B)	 	with respect to each Exercisable Option Share (as
hereinafter defined), Executive may elect, at any time during
the period beginning on the date upon which the Change in
Control occurs and ending on the date upon which the option
pertaining to such share would otherwise expire (but in no
event shall such period exceed three months from the date upon
which the Change in Control occurs), to surrender Executive’s
right to exercise such option with respect to such share in
exchange for a lump sum cash payment in an amount equal to the
difference, if any, between (x) the value of such share as of
the date upon which the Change in Control occurs and (y) the
purchase price with respect to such share under the applicable
stock option agreement. Any cash payment required to be paid
to Executive pursuant to this clause (B) shall be paid to
Executive on or before the fifth day after Executive provides
written notice to the Company of the exercise of Executive’s
rights pursuant to this clause (B).





For purposes of the preceding sentence, the value of a share of
stock as of the date upon which the Change in Control occurs shall
be determined in good faith by the Parent Board based on the
consideration received by the Parent’s stockholders in connection
with the Change in Control transaction and such other factors as
the Parent Board deems relevant. The term “Terminated Option
Share” means each share of stock that (i) as of the date of
Executive’s Involuntary Termination, was subject to an outstanding
stock option granted by the Company or an Affiliate to Executive
(irrespective of whether such share could then be purchased under
the terms of such stock option), and (ii) as of the date upon which
the Change in Control occurred, had not been purchased, and could
no longer be purchased, by Executive pursuant to the terms of such
stock option. The term “Exercisable Option Share” means each share
of stock that, as of the date upon which Executive exercises his
rights described in clause (B) above, could be purchased by
Executive pursuant to the terms of an outstanding stock option
granted by the Company or an Affiliate to Executive. The incentive
stock options (within the meaning of section 422 of the Code) that
have been granted by the Company or an Affiliate to Executive prior
to the date hereof (the “Existing ISOs”) are


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	 	 	 	intended to continue to qualify as incentive stock options after
the execution of this Agreement to the maximum extent permitted
under the Code. However, Executive agrees and acknowledges that
the provisions of this Section 3(b) may cause the Existing ISOs to
cease to qualify (in whole or in part) as incentive stock options;






	 	(c)	 	Executive and those of Executive’s dependents (including
Executive’s spouse) who were covered under the Welfare Benefit Plans
at the time of Executive’s Involuntary Termination shall continue to
be covered under such plans throughout the twenty-four month period
beginning on the date of Executive’s Involuntary Termination (or, if
Executive’s Involuntary Termination occurs during the six-month
period preceding the date upon which the Change in Control occurs,
then Executive and such dependents shall be reinstated under such
plans with such coverage beginning on the date of the Change in
Control and continuing for the remainder of such twenty-four month
period) at a cost to Executive that is no greater than the lesser of
(i) the cost of such coverage paid by Executive immediately prior to
such termination or (ii) the cost of such coverage paid by Executive
immediately prior to the Change in Control (if applicable);
provided, however, that coverage under a particular Welfare Benefit
Plan shall immediately end upon Executive’s obtainment of new
employment and coverage under a similar welfare benefit plan
maintained by Executive’s new employer (with Executive being
obligated hereunder to promptly report such new coverage to the
Company); provided, further, that (A) if such continued coverage
will have adverse tax consequences to Executive as compared to the
tax consequences associated with similar coverage provided to an
active executive employee of the Company, then the Company shall
provide identical coverage through individual policies that do not
have such adverse tax consequences or otherwise pay to Executive a
cash gross-up payment to make Executive whole (on an after-tax
basis) for such adverse tax consequences, and (B) if such continued
coverage will have adverse consequences to the Company or the
Welfare Benefit Plans (or any Affiliate or successor), then the
Company shall provide identical coverage through individual policies
or otherwise pay to Executive a cash payment sufficient to allow
Executive (on an after-tax basis) to procure such individual
policies. In addition, if Executive’s Involuntary Termination
occurs during the six-month period preceding the date upon which the
Change in Control occurs and Executive and/or his dependents elect
COBRA continuation coverage under one or more group health plans
maintained by the Company or an Affiliate, then, on the date upon
which the Change in Control occurs, Executive shall receive a lump
sum cash payment equal to the amount by which the COBRA premiums
paid by Executive and his dependents for such coverage prior to the
date of the Change in Control exceeded the premiums that would have
been paid for such coverage by a comparable executive of the Company
who was in active employment during such period;
	 
	 	(d)	 	Executive shall be entitled to receive out-placement services
in connection with obtaining new employment up to a maximum cost of
$25,000 (which shall be paid by the Company (or an Affiliate)
directly to the provider of such services); and



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	 	 	 	(e) The provisions of the Employment Agreement that restrict
Executive’s ability to solicit any employee of the Company to
terminate his or her employment with the Company or employ any such
individual (which provisions are set forth in Section 6(c) of the
Employment Agreement as of the date hereof) shall terminate and
cease to apply effective as of the later of the date of the Change
in Control or the date of Executive’s Involuntary Termination.




     4. Benefits Under Employment Agreement. The benefits, if any, under the
Employment Agreement to which Executive would be entitled upon an Involuntary
Termination are not intended to be in addition to the benefits to which
Executive is entitled under this Agreement. Accordingly, if Executive is
entitled to receive benefits under Paragraph 3 of this Agreement, then
Executive agrees that (a) Executive shall not be entitled to continued payment
of salary, bonus, benefits, severance payments or any other compensation under
the Employment Agreement, whether as payment for the remainder of the
employment term provided therein or otherwise, and, in the event of an
Involuntary Termination prior to the occurrence of a Change in Control, the
lump sum cash payment provided for in Paragraph 3(a) hereof shall be reduced by
the aggregate amount of any severance payments received by Executive under the
Employment Agreement, (b) the non-competition covenants, if any, under the
Employment Agreement shall continue to apply, and (c) Executive shall not be
eligible to receive any benefits under any other severance benefit plan or
policy maintained by the Company or any Affiliate. Notwithstanding the
foregoing, nothing in this Agreement shall adversely affect Executive’s
entitlement to payment from the Company for the amount of Executive’s accrued
but unused vacation and sick leave through the date of an Involuntary
Termination, to the extent any such amount is due and owing under the terms of
the Employment Agreement or the Company’s applicable vacation and sick leave
policies.



     5. Interest on Late Benefit Payments. If any cash payment provided for in
Paragraph 3 or Paragraph 6 hereof is not made when due, the Company shall pay
to Executive interest on the amount payable from the date that such payment
should have been made under such paragraph until such payment is made, which
interest shall be calculated at the rate of 12% per annum.



     6. Certain Additional Payments by the Company. Notwithstanding anything
to the contrary in this Agreement, in the event that any payment, benefit or
distribution by the Company or any Affiliate to or for the benefit of
Executive, whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise (a “Payment”), would be subject to the
excise tax imposed by Section 4999 of the Code or any interest or penalties
(other than interest or penalties that are the result of errors or omissions
that are the primary responsibility of Executive) with respect to such excise
tax (such excise tax, together with any such interest or penalties, are
hereinafter collectively referred to as the “Excise Tax”), the Company shall
promptly pay to Executive an additional payment (a “Gross-up Payment”) in an
amount such that after payment by Executive of all taxes (including any
interest or penalties imposed with respect to such taxes other than interest or
penalties that are the result of errors or omissions that are the primary
responsibility of Executive), including any Excise Tax imposed on any Gross-up
Payment, Executive retains an amount of the Gross-up Payment equal to the
Excise Tax imposed upon the Payments. The Company and Executive shall make an
initial determination as to whether a Gross-up Payment is required and the
amount of any such Gross-up



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Payment. Executive shall notify the Company in writing (within five
days of the receipt of any claim; provided that failure to timely notify the
Company shall not affect Executive’s right to receive a Gross-up Payment unless
the delay results in a significant detriment to the Company) of any claim by
the Internal Revenue Service which, if successful, would require the Company to
make a Gross-up Payment (or a Gross-up Payment in excess of that, if any,
initially determined by the Company and Executive). The Company shall notify
Executive in writing at least ten days prior to the due date of any response
required with respect to such claim if it plans to contest the claim. If the
Company decides to contest such claim, Executive shall cooperate fully with the
Company in such action; provided, however, the Company shall bear and pay
directly or indirectly all costs and expenses (including additional interest
and penalties) incurred in connection with such action and shall indemnify and
hold Executive harmless, on an after-tax basis, for any Excise Tax or income
tax, including interest and penalties with respect thereto, imposed as a result
of the Company’s action. If, as a result of the Company’s action with respect
to a claim, Executive receives a refund of any amount paid by the Company with
respect to such claim, Executive shall promptly pay such refund to the Company.
If the Company fails to timely notify Executive whether it will contest such
claim or the Company determines not to contest such claim, then the Company
shall immediately pay to Executive the portion of such claim, if any, which it
has not previously paid to Executive.



     7. General.



     (a) Term. The effective date of this Agreement is April 22, 2004. Within
sixty days from and after the expiration of two years after said effective date
and within sixty days after each successive two-year period of time after said
effective date that this Agreement is in effect, the Company shall have the
right to review this Agreement, and in its sole discretion either continue and
extend this Agreement, terminate this Agreement, and/or offer Executive a
different agreement. The Compensation Committee of the Company Board
(excluding any member of such committee who is covered by this Agreement or by
a similar agreement with the Company or an Affiliate) will vote on whether to
so extend, terminate, and/or offer Executive a different agreement and will
notify Executive of such action within said sixty-day time period mentioned
above. This Agreement shall remain in effect until so terminated and/or
modified by the Company. Failure of the Compensation Committee of the Company
Board to take any action within said sixty days shall be considered as an
extension of this Agreement for an additional two-year period of time.
Notwithstanding anything to the contrary contained in this “sunset provision,”
it is agreed that if a Change in Control occurs while this Agreement is in
effect, then this Agreement shall not be subject to termination or modification
under this “sunset provision,” and shall remain in force for a period of two
years after such Change in Control, and if within said two years the
contingency factors occur which would entitle Executive to the benefits as
provided herein, this Agreement shall remain in effect in accordance with its
terms. If, within such two years after a Change in Control, the contingency
factors that would entitle Executive to said benefits do not occur, thereupon
this two-year “sunset provision” shall again be applicable with the sixty-day
time period for action by the Compensation Committee of the Company Board to
thereafter commence at the expiration of said two years after such Change in
Control and on each two-year anniversary date thereafter. Executive may
terminate this Agreement by delivering written notice of such termination to
the Company at any time prior to Executive’s receipt of payments or benefits
pursuant to the terms of this Agreement, and, if Executive does



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so terminate this Agreement, then Executive shall not be considered
entitled to receive benefits under this Agreement for purposes of applying
Paragraph 4 hereof.



     (b) Indemnification. If Executive shall obtain any money judgment or
otherwise prevail with respect to any litigation brought by Executive or the
Company to enforce or interpret any provision contained herein, the Company, to
the fullest extent permitted by applicable law, hereby indemnifies Executive
for Executive’s reasonable attorneys’ fees and disbursements incurred in such
litigation and hereby agrees (i) to pay in full all such fees and disbursements
and (ii) to pay prejudgment interest on any money judgment obtained by
Executive from the earliest date that payment to Executive should have been
made under this Agreement until such judgment shall have been paid in full,
which interest shall be calculated at the rate of 12% per annum.



     (c) Payment Obligations Absolute. The Company’s obligation to pay (or
cause an Affiliate to pay) Executive the amounts and to make the arrangements
provided herein shall be absolute and unconditional and shall not be affected
by any circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Company (including an Affiliate)
may have against Executive or anyone else. All amounts payable by the Company
hereunder shall be paid without notice or demand. Executive shall not be
obligated to seek other employment in mitigation of the amounts payable or
arrangements made under any provision of this Agreement, and, except as
provided in Paragraph 3(c) hereof, the obtaining of any such other employment
shall in no event effect any reduction of the Company’s obligations to make (or
cause to be made) the payments and arrangements required to be made under this
Agreement.



     (d) Successors. This Agreement shall be binding upon and inure to the
benefit of the Company and any successor of the Company, by merger or
otherwise. This Agreement shall also be binding upon and inure to the benefit
of Executive and Executive’s estate. If Executive shall die prior to full
payment of amounts due pursuant to this Agreement, such amounts shall be
payable pursuant to the terms of this Agreement to Executive’s estate.



     (e) Severability. Any provision in this Agreement which is prohibited or
unenforceable in any jurisdiction by reason of applicable law shall, as to such
jurisdiction, be ineffective only to the extent of such prohibition or
unenforceability without invalidating or affecting the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.



     (f) Non-Alienation. Executive shall not have any right to pledge,
hypothecate, anticipate or assign this Agreement or the rights hereunder,
except by will or the laws of descent and distribution.



     (g) Notices. Any notices or other communications provided for in this
Agreement shall be sufficient if in writing. In the case of Executive, such
notices or communications shall be effectively delivered if hand delivered to
Executive at Executive’s principal place of employment or if sent by registered
or certified mail or by overnight delivery via a nationally-recognized courier
service to Executive at the last address Executive has filed with the Company.
In the case of the Company, such notices or communications shall be effectively
delivered if sent



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by registered or certified mail or by overnight delivery via a
nationally-recognized courier service to the Company at its principal executive
offices.



     (h) Controlling Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Tennessee.



     (i) Full Settlement; Withholding. If Executive is entitled to and
receives the benefits provided hereunder, performance of the obligations of the
Company hereunder will constitute full settlement of all claims that Executive
might otherwise assert against the Company on account of Executive’s
termination of employment. Any severance benefits paid pursuant to this
Agreement shall be deemed to be a severance payment and not “Compensation” for
purposes of determining benefits under the Company’s qualified plans (unless
and to the extent that any such qualified plan expressly provides otherwise),
and shall be subject to any required tax withholding.



     (j) Unfunded Obligation. The obligation to pay amounts under this
Agreement is an unfunded obligation of the Company, and no such obligation
shall create a trust or be deemed to be secured by any pledge or encumbrance on
any property of the Company (including any Affiliate).



     (k) Not a Contract of Employment. This Agreement shall not be deemed to
constitute a contract of employment, nor shall any provision hereof affect (i)
the right of the Company (or an Affiliate) to discharge Executive or (ii) the
terms and conditions of any other agreement between the Company and Executive
except as expressly provided herein. To the extent provided in Paragraph 4
hereof, this Agreement constitutes an amendment to the Employment Agreement.



     (l) Employment Relationship. For purposes of this Agreement, Executive
shall be considered to be in the employment of the Company as long as Executive
remains an employee of either the Company or any Affiliate.



     (m) Number and Gender. Wherever appropriate herein, words used in the
singular shall include the plural and the plural shall include the singular.
The masculine gender where appearing herein shall be deemed to include the
feminine gender.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
7th day of May, 2004.




      

	 	 	 	 	 
	 	PHILIP K. WOODLIEF

 	 
	 	/s/ Philip K. Woodlief
 	 
	 	 	 
	 	 	 
	 
	 	DOANE PET CARE COMPANY

 	 
	 	By:  	/s/ Douglas J. Cahill
 	 
	 	 	Name:  	Douglas J. Cahill 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 





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